AMG PANTHEON PRIVATE EQUITY MASTER FUND, LLC FORM OF INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • May 28th, 2014 • AMG Pantheon Private Equity Master Fund, LLC • New York
This INVESTMENT MANAGEMENT AGREEMENT, dated and effective as of [ ], 2014 (the “Agreement”), is between PANTHEON VENTURES (US) LP, a Delaware limited partnership (the “Investment Manager”), and AMG PANTHEON PRIVATE EQUITY MASTER FUND, LLC, a Delaware limited liability company (the “Fund”).
AMENDMENT NO. 1 DATED AS OF OCTOBER 1, 2015 TO THE INVESTMENT MANAGEMENT AGREEMENT DATED AS OF MAY 20, 2014Investment Management Agreement • October 26th, 2015 • AMG Pantheon Master Fund, LLC • New York
WHEREAS, Pantheon Ventures (US) LP, a Delaware limited partnership (the “Investment Manager”), and AMG Pantheon Master Fund, LLC (formerly known as AMG Pantheon Private Equity Master Fund, LLC), a Delaware limited liability company (the “Fund”), entered into an Investment Management Agreement dated as of May 20, 2014 (the “Agreement”); and
AMG PANTHEON PRIVATE EQUITY MASTER FUND, LLC LIMITED LIABILITY COMPANY AGREEMENT Dated and effective as of May 16, 2014Limited Liability Company Agreement • July 11th, 2014 • AMG Pantheon Private Equity Master Fund, LLC • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of AMG PANTHEON PRIVATE EQUITY MASTER FUND, LLC (the “Fund”) is dated and effective as of May 16, 2014 by and among the Organizational Member, Pantheon Ventures (US) LP, as Adviser, AMG Funds LLC, as Sponsor, the Directors identified on Schedule I hereto, and each person hereinafter admitted to the Fund in accordance with this Agreement and reflected on the books of the Fund as a Member.
FORM OF ADMINISTRATION AGREEMENTAdministration Agreement • May 28th, 2014 • AMG Pantheon Private Equity Master Fund, LLC • New York
This AGREEMENT, made as of this [ ] day of, [ ] 2014 by and between AMG Pantheon Private Equity Fund, LLC, a limited liability company organized under the laws of the State of Delaware, AMG Pantheon Private Equity Master Fund, LLC, a limited liability company organized under the State of Delaware (together with AMG Pantheon Private Equity Fund, LLC, the “Funds” and each, a “Fund”), and AMG Funds LLC, a limited liability company organized under the laws of the State of Delaware (the “Administrator”).
FORM OF ADOPTION AGREEMENTAdoption Agreement • May 28th, 2014 • AMG Pantheon Private Equity Master Fund, LLC
This Adoption Agreement (“Adoption Agreement”), dated as of May , 2014 (“Effective Date”), is being entered into by and between The Bank of New York Mellon (“BNYM”) and each of AMG Funds (formerly known as Managers AMG Funds) (the “Existing Fund”), AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (each a “New Fund”).
AMENDMENT NO. 1 DATED AS OF OCTOBER 22, 2015 TO THE LIMITED LIABILITY COMPANY AGREEMENT OF AMG PANTHEON PRIVATE EQUITY MASTER FUND, LLC DATED AS OF MAY 16, 2014Limited Liability Company Agreement • October 26th, 2015 • AMG Pantheon Master Fund, LLC • Delaware
WHEREAS, pursuant to Section 2.2 of the Limited Liability Company Agreement (the “Limited Liability Company Agreement”) of AMG Pantheon Private Equity Master Fund, LLC (the “Fund”), the Board of Directors of the Fund (the “Board”) is permitted to adopt a name for the Fund other than “AMG Pantheon Private Equity Master Fund”; and
FORM OF LETTER AGREEMENTExpense Limitation and Reimbursement Agreement • May 28th, 2014 • AMG Pantheon Private Equity Master Fund, LLC
FORM OF ADOPTION AGREEMENTAdoption Agreement • May 28th, 2014 • AMG Pantheon Private Equity Master Fund, LLC
This Adoption Agreement (“Adoption Agreement”), dated as of May , 2014 (“Effective Date”), is being entered into by and among BNYM Investment Servicing (US) Inc. (“BNYM”), each of AMG Funds III, AMG Funds I, AMG Funds II, and AMG Funds (formerly, Managers Funds, Managers Trust I, Managers Trust II and Managers AMG Funds) (each an “Existing Fund”) and each of AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (each a “New Fund”).
LETTER AGREEMENTExpense Limitation and Reimbursement Agreement • October 26th, 2015 • AMG Pantheon Master Fund, LLC
